AMENDED & RESTATED EMPLOYMENT AGREEMENT



 





Exhibit 10.3



POLO RALPH LAUREN CORPORATION




EMPLOYMENT AGREEMENT




     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made
effective as of the 1st day of July, 2004 (the “Effective Date”), by and
between POLO RALPH LAUREN CORPORATION, a Delaware corporation (the
“Corporation”), and Gerald M. Chaney (the “Executive”).



     WHEREAS, the Executive has been employed with the Corporation pursuant to
an Employment Agreement dated July 1, 2001 (the “2001 Employment Agreement”);
and



     WHEREAS, the Corporation and Executive wish to amend and restate such 2001
Employment Agreement effective as of the date hereof;



     NOW THEREFORE, in consideration of the mutual covenants and premises
contained herein, the parties hereby agree as follows:



ARTICLE I

EMPLOYMENT




     1.1 Employment Term. The Corporation hereby agrees to employ the
Executive, and the Executive hereby agrees to serve the Corporation, on the
terms and conditions set forth herein. The employment of the Executive by the
Corporation shall be effective as of the date hereof and continue until the
close of business on the second anniversary of the Effective Date of this
Agreement (the “Term”), unless terminated earlier in accordance with Article II
hereof.



     1.2 Position and Duties. During the Term the Executive shall faithfully,
and in conformity with the directions of the Board of Directors of the
Corporation (the “Board”) or the management of the Corporation (“Management”),
perform the duties of his employment, and shall devote to the performance of
such duties his full time and attention. During the Term the Executive shall
serve in such position as the Board or Management may from time to time direct.
During the Term, the Executive may engage in outside activities provided those
activities do not conflict with the duties and responsibilities enumerated
hereunder, and provided further that the Executive gives written notice to the
Board of any outside business activity that may require significant expenditure
of the Executive’s time in which the Executive plans to become involved,
whether or not such activity is pursued for profit. The Executive shall be
excused from performing any services hereunder during periods of temporary
incapacity and during vacations in accordance with the Corporation’s disability
and vacation policies.



     1.3 Place of Performance. The Executive shall be employed at the
principal offices of the Corporation located in New York, New York, except for
required travel on the Corporation’s business.



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     1.4 Compensation and Related Matters.



          (a) Base Compensation. In consideration of his services during the Term,
the Corporation shall pay the Executive cash compensation at an annual rate not
less than the base salary as set forth on Exhibit A hereto (“Base
Compensation”). Executive’s Base Compensation shall be subject to such
increases as may be approved by the Board or Management. The Base Compensation
shall be payable as current salary, in installments not less frequently than
monthly, and at the same rate for any fraction of a month unexpired at the end
of the Term.



          (b) Bonus. During the Term, the Executive shall have the opportunity to
earn an annual bonus in accordance with any annual bonus program the
Corporation maintains that would be applicable to the Executive.



          (c) Options. During the Term, the Executive shall be eligible to
participate in the Polo Ralph Lauren stock option program. Stock options are
granted annually in June of each year and are subject to ratification by the
Compensation Committee of the Board of Directors. Stock options will vest one
third each year from the date of the grant and will be fully vested after three
years in accordance with the terms of the Company’s stock option program.



          (d) Car Allowance. During the Term, the Corporation shall pay Executive a
car allowance of $1,500 per month.



          (e) Expenses. During the Term, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Executive in
performing services hereunder, including all reasonable expenses of travel and
living while away from home, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the
Corporation.



          (f) Vacations. During the Term, the Executive shall be entitled to the
number of vacation days in each calendar year, and to compensation in respect
of earned but unused vacation days, determined in accordance with the
Corporation’s vacation program. The Executive shall also be entitled to all
paid holidays given by the Corporation to its employees.



          (g) Other Benefits. The Executive shall be entitled to participate in all
of the Corporation’s employee benefit plans and programs in effect during the
Term as would by their terms be applicable to the Executive, including, without
limitation, any pension and retirement plan, supplemental pension and
retirement plan, deferred compensation plan, incentive plan, stock option plan,
life insurance plan, medical insurance plan, dental care plan, accidental death
and disability plan, and vacation, sick leave or personal leave program. After
the Executive becomes employed, the Corporation shall not make any changes in
such plans or programs that would adversely affect the Executive’s benefits
thereunder, unless such change occurs pursuant to a program applicable to other
similarly situated employees of the Corporation and does not result in a
proportionately greater reduction in the rights or benefits of the Executive as
compared with other similarly situated employees of the Corporation. Except as
otherwise specifically provided herein, nothing paid to the Executive under any
plan or program



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presently in effect or made available in the future shall be in lieu of
the Base Compensation or any bonus payable under Sections 1.4(a) and 1.4(b)
hereof.




ARTICLE II

TERMINATION OF EMPLOYMENT




     2.1 Termination of Employment. The Executive’s employment may terminate
prior to the expiration of the Term under the following circumstances:



          (a) Without Cause. The Executive’s employment shall terminate upon the
Corporation’s notifying the Executive that his services will no longer be
required.



          (b) Death. The Executive’s employment shall terminate upon the
Executive’s death.



          (c) Disability. If, as a result of the Executive’s incapacity due to
physical or mental illness, the Executive shall have been absent and unable to
perform the duties hereunder on a full-time basis for an entire period of six
consecutive months, the Executive’s employment may be terminated by the
Corporation following such six-month period.



          (d) Cause. The Corporation may terminate the Executive’s employment for
Cause. For purposes hereof, “Cause” shall mean:



               (i) deliberate or intentional failure by the Executive to substantially
perform the material duties of the Executive hereunder (other than due to
Disability);



               (ii) an intentional act of fraud, embezzlement, theft or any other
material violation of law;



               (iii) intentional wrongful damage to material assets of the Corporation;



               (iv) intentional wrongful disclosure of material confidential information
of the Corporation;



               (v) intentional wrongful engagement in any competitive activity which
would constitute a breach of this Agreement and/or of the Executive’s duty of
loyalty; or



               (vi) intentional breach of any material employment policy of the
Corporation.


No act, or failure to act, on the part of the Executive shall be deemed
“intentional” if it was due primarily to an error in judgment or negligence,
but shall be deemed “intentional” only if done, or omitted to be done, by the
Executive not in good faith and without reasonable belief that his action or
omission was in, or not opposed to, the best interest of the Corporation.
Failure to meet




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performance standards or objectives of the Corporation shall not constitute
Cause for purposes hereof.




          (e) Voluntary Termination. The Executive may voluntarily terminate the
Executive’s employment with the Corporation at any time, with or without Good
Reason. For purposes of this Agreement, “Good Reason” shall mean (A) a
material diminution in or adverse alteration to Executive’s title, base salary,
position or duties, (B) the relocation of the Executive’s principal office
outside the area which comprises a fifty (50) mile radius from New York City,
or (C) a failure of the Corporation to comply with any material provision of
this Agreement provided that the events described in clauses (A), (B), and (C)
above shall not constitute Good Reason unless and until such diminution,
change, reduction or failure (as applicable) has not been cured within thirty
(30) days after notice of such noncompliance has been given by the Executive to
the Corporation.



     2.2 Date of Termination. The date of termination shall be:



          (a) if the Executive’s employment is terminated by the Executive’s death,
the date of the Executive’s death;



          (b) if the Executive’s employment is terminated by reason of Executive’s
Disability or by the Corporation pursuant to Sections 2.1(a) or 2.1(d), the
date specified by the Corporation; and



          (c) if the Executive’s employment is terminated by the Executive, the date
on which the Executive notifies the Corporation of his termination.



     2.3 Effect of Termination of Employment.




          (a) If the Executive’s employment is terminated by the Corporation,
pursuant to Section 2.1(a), or if the Executive resigns for Good Reason
pursuant to Section 2.1(e), the Executive shall only be entitled to the
following:



               (i) Severance. Subject to Section 4.1(a) hereof, the Corporation shall:
(a) continue to pay the Executive, in accordance with the Corporation’s normal
payroll practice, his Base Compensation, as in effect immediately prior to such
termination of employment, for the longer of the balance of the Term or the
one-year period commencing on the date of such termination (whichever period is
applicable shall be referred to herein as the “Severance Period”); and (b) pay
to the Executive, on the last business day of the Severance Period, an amount
equal to the bonus paid to the Executive for the calendar year prior to the
year in which his employment is terminated. Notwithstanding the foregoing, in
order to receive any severance benefits under this Section 2.3(a)(i), the
Executive must sign and not timely revoke a release and waiver of claims
against the Corporation, its successors, affiliates, and assigns, substantially
in the form attached to this Agreement as Exhibit C.



               (ii) Stock Options. The Executive’s rights with respect to any stock
options granted to the Executive by the Corporation shall be governed by the
provisions of the Corporation’s stock option plan and respective award
agreements, if any, under which such stock options were granted, except as
provided in Section 4.1(a).



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               (iii) Welfare Plan Coverages. The Executive shall continue to participate
during the Severance Period in any group medical, dental or life insurance plan
he participated in prior to the date of his termination, under substantially
similar terms and conditions as an active employee; provided that participation
in such group medical, dental and life insurance plan shall correspondingly
cease at such time as the Executive (a) becomes eligible for a future
employer’s medical, dental and/or life insurance coverage (or would become
eligible if the Executive did not waive coverage) or (b) violates any of the
provisions of Article III as determined by the Corporation. Notwithstanding
the foregoing, the Executive may not continue to participate in such plans on a
pre-tax or tax-favored basis.



               (iv) Retirement Plans. Without limiting the generality of the foregoing,
it is specifically provided that the Executive shall not accrue additional
benefits under any pension plan of the Corporation (whether or not qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended) during
the Severance Period.



          (b) If the Executive’s employment is terminated by reason of the
Executive’s death or Disability, pursuant to Sections 2.1(b) and 2.1(c), the
Executive (or the Executive’s designee or estate) shall only be entitled to
whatever welfare plans benefits are available to the Executive pursuant to the
welfare plans the Executive participated in prior to such termination, and
whatever stock options may have been granted to the Executive by the
Corporation the terms of which shall be governed by the provisions of the
respective award agreements under which such stock options were granted.



          (c) If the Executive’s employment is terminated by either the Corporation
for Cause or by the Executive for other than Good Reason pursuant to Section
2.1(e) hereof, the Executive shall receive only that portion of the Executive’s
then current Base Compensation payable through the Executive’s termination
date. The Executive’s rights with respect to any stock options granted to the
Executive by the Corporation shall be governed by the provisions of the
respective award agreements under which such stock options were granted. The
Corporation shall have no further obligations to the Executive as a result of
the termination of the Executive’s employment.



ARTICLE III

COVENANTS OF THE EXECUTIVE




     3.1 Non-Compete.



          (a) The Corporation and the Executive acknowledge that: (i) the
Corporation has a special interest in and derives significant benefit from the
unique skills and experience of the Executive; (ii) the Executive will use and
have access to proprietary and valuable Confidential Information (as defined in
Section 3.2 hereof) during the course of the Executive’s employment; and (iii)
the agreements and covenants contained herein are essential to protect the
business and goodwill of the Corporation or any of its subsidiaries, affiliates
or licensees. Accordingly, except as hereinafter noted, the Executive
covenants and agrees that during the Term, and for the remainder of such Term
following the termination of Executive’s employment, the Executive shall not
provide any labor, work, services or assistance (whether as an officer,
director, employee, partner, agent, owner, independent contractor, stockholder
or



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otherwise) to a “Competing Business.” For purposes hereof, “Competing
Business” shall mean any business engaged in the designing, marketing or
distribution of premium lifestyle products, including but not limited to
apparel, home, accessories and fragrance products, which competes in any
material respects with the Corporation or any of its subsidiaries, affiliates
or licensees, and shall include, without limitation, those brands and companies
that the Corporation and the Executive have jointly designated in writing on
the date hereof, which is incorporated herein by reference and which is
attached as Exhibit B, as being in competition with the Corporation as of the
date hereof. Thus, Executive specifically acknowledges that Executive
understands that, except as provided in Section 3.1(b) he may not become
employed by any Competing Business in any capacity during the Term.




          (b) The non-compete provisions of this Section shall no longer be
applicable to Executive if he has been notified pursuant to Section 2.1(a)
hereof that his services will no longer be required during the Term or if the
Executive has terminated his employment for Good Reason pursuant to Section
2.1(e).



          (c) It is acknowledged by the Executive that the Corporation has
determined to relieve the Executive from any obligation of non-competition for
periods after the Term, and/or if the Corporation terminates the Executive’s
employment under Section 2.1(a) or if the Executive has terminated his
employment for Good Reason pursuant to Section 2.1(e). In consideration of
that, and in consideration of all of the compensation provisions in this
Agreement (including the potential for the award of stock options that may be
made to the Executive), Executive agrees to the provisions of Section 3.1 and
also agrees that the non-competition obligations imposed herein, are fair and
reasonable under all the circumstances.



     3.2 Confidential Information.



          (a) The Corporation owns and has developed and compiled, and will own,
develop and compile, certain proprietary techniques and confidential
information as described below which have great value to its business (referred
to in this Agreement, collectively, as “Confidential Information”).
Confidential Information includes not only information disclosed by the
Corporation and/or its affiliates and licensees to Executive, but also
information developed or learned by Executive during the course of, or as a
result of, employment hereunder, which information Executive acknowledges is
and shall be the sole and exclusive property of the Corporation. Confidential
Information includes all proprietary information that has or could have
commercial value or other utility in the business in which the Corporation is
engaged or contemplates engaging, and all proprietary information the
unauthorized disclosure of which could be detrimental to the interests of the
Corporation. Whether or not such information is specifically labeled as
Confidential Information by the Corporation is not determinative. By way of
example and without limitation, Confidential Information includes any and all
information developed, obtained or owned by the Corporation and/or its
affiliates and licensees concerning trade secrets, techniques, know-how
(including designs, plans, procedures, processes and research records),
software, computer programs, innovations, discoveries, improvements, research,
development, test results, reports, specifications, data, formats, marketing
data and plans, business plans, strategies, forecasts, unpublished financial
information, orders, agreements and other forms of documents, price and cost
information, merchandising opportunities, expansion plans, designs, store
plans, budgets, projections, customer, supplier and subcontractor



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identities, characteristics and agreements, and salary, staffing and
employment information. Notwithstanding the foregoing, Confidential
Information shall not in any event include (A) Executive’s personal knowledge
and know-how relating to merchandising and business techniques which Executive
has developed over his career in the apparel business and of which Executive
was aware prior to his employment, or (B) information which (i) was generally
known or generally available to the public prior to its disclosure to
Executive; (ii) becomes generally known or generally available to the public
subsequent to disclosure to Executive through no wrongful act of any person or
(iii) which Executive is required to disclose by applicable law or regulation
(provided that Executive provides the Corporation with prior notice of the
contemplated disclosure and reasonably cooperates with the Corporation at the
Corporation’s expense in seeking a protective order or other appropriate
protection of such information).




          (b) Executive acknowledges and agrees that in the performance of his
duties hereunder the Corporation will from time to time disclose to Executive
and entrust Executive with Confidential Information. Executive also
acknowledges and agrees that the unauthorized disclosure of Confidential
Information, among other things, may be prejudicial to the Corporation’s
interests, and an improper disclosure of trade secrets. Executive agrees that
he shall not, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any corporation, partnership, individual or other
third party, other than in the course of his assigned duties and for the
benefit of the Corporation, any Confidential Information, either during his
term of employment or thereafter.



          (c) The Executive agrees that upon leaving the Corporation’s employ, the
Executive shall not take with the Executive any software, computer programs,
disks, tapes, research, development, strategies, designs, reports, study,
memoranda, books, papers, plans, information, letters, e-mails, or other
documents or data reflecting any Confidential Information of the Corporation,
its subsidiaries, affiliates or licensees.



          (d) During Executive’s term of employment, Executive will disclose to the
Corporation all designs, inventions and business strategies or plans developed
for the Corporation, including without limitation any process, operation,
product or improvement. Executive agrees that all of the foregoing are and
will be the sole and exclusive property of the Corporation and that Executive
will at the Corporation’s request and cost do whatever is necessary to secure
the rights thereto, by patent, copyright or otherwise, to the
Corporation.



     3.3 Non-Solicitation of Employees. The Executive covenants and agrees
that during the Term, and for the remainder of such Term following the
termination of Executive’s employment for any reason whatsoever hereunder, the
Executive shall not directly or indirectly solicit or influence any other
employee of the Corporation, or any of its subsidiaries, affiliates or
licensees, to terminate such employee’s employment with the Corporation, or any
of its subsidiaries, affiliates or licensees, as the case may be, or to become
employed by a Competing Business.



     3.4 Nondisparagement. The Executive agrees that during the Term and
thereafter whether or not he is receiving any amounts pursuant to Sections 2.3
and 4.1, the Executive shall not make any statements or comments that
reasonably could be considered to shed an adverse light on the business or
reputation of the Corporation or any of its subsidiaries, affiliates or



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licensees, the Board or any officer of the Corporation or any of its
subsidiaries, affiliates or licensees; provided, however, the foregoing
limitation shall not apply to (i) compliance with legal process or subpoena, or
(ii) statements in response to inquiry from a court or regulatory body.




     3.5 Remedies.



          (a) The Executive acknowledges and agrees that in the event the
Corporation reasonably determines that the Executive has breached any provision
of this Article III, that such conduct will constitute a failure of the
consideration for which stock options had been awarded, and notwithstanding the
terms of any stock option award agreement, plan document, or other provision of
this Agreement to the contrary, the Corporation may notify the Executive that
he may not exercise any unexercised stock options and the Executive shall
immediately forfeit the right to exercise any stock option of the Corporation
that remains unexercised at the time of such notice and Executive waives any
right to assert that any such conduct by the Corporation violates any federal
or state statute, case law or policy.



          (b) If the Corporation reasonably determines that the Executive has
breached any provision contained in this Article III, the Corporation shall
have no further obligation to make any payment or provide any benefit
whatsoever to the Executive pursuant to this Agreement, and may also recover
from the Executive all such damages as it may be entitled to at law or in
equity. In addition, the Executive acknowledges that any such breach is likely
to result in immediate and irreparable harm to the Corporation for which money
damages are likely to be inadequate. Accordingly, the Executive consents to
injunctive and other appropriate equitable relief upon the institution of
proceedings therefor by the Corporation in order to protect the Corporation’s
rights hereunder. Such relief may include, without limitation, an injunction
to prevent: (i) the breach or continuation of Executive’s breach; (ii) the
Executive from disclosing any trade secrets or Confidential Information (as
defined in Section 3.2); (iii) any Competing Business from receiving from the
Executive or using any such trade secrets or Confidential Information; and/or
(iv) any such Competing Business from retaining or seeking to retain any
employees of the Corporation.



     3.6 The provisions of this Article III shall survive the termination of
this Agreement and Executive’s Term of employment.



ARTICLE IV

CHANGE IN CONTROL




     4.1 Change in Control.



          (a) Effect of a Change in Control. Notwithstanding anything contained
herein to the contrary, if the Executive’s employment is terminated within 12
months following a Change in Control (as defined in Section 4.1(b) hereof)
during the Term by the Corporation for any reason other than Cause, then:



               (i) Severance. The Corporation shall pay to the Executive, in lieu of any
amounts otherwise due him under Section 2.3(a) hereof, within 15 days of the
Executive’s termination of employment, a lump sum amount equal to two times the
sum of:



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(A) the Executive’s Base Compensation, as in effect immediately prior to
such termination of employment; and (B) the bonus actually paid to the
Executive during the year prior to the Executive’s termination.




               (ii) Stock Options. The Executive shall immediately become vested in any
unvested stock options granted to the Executive by the Corporation prior to the
Change in Control and Executive will have six (6) months from the date of
termination under this circumstance to exercise all vested options.



          (b) Definition. For purposes hereof, a “Change in Control” shall mean the
occurrence of any of the following: (i) the sale, lease, transfer, conveyance
or other disposition, in one or a series of related transactions, of all or
substantially all of the assets of the Corporation to any “person” or “group”
(as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934 (“Act”)) other than Permitted Holders; (ii) any person or
group, other than Permitted Holders, is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Act, except that a person shall be
deemed to have “beneficial ownership” of all shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50 percent of
the total voting power of the voting stock of the Corporation, including by way
of merger, consolidation or otherwise; (iii) during any period of two
consecutive years, Present and/or New Directors cease for any reason to
constitute a majority of the Board; or (iv) the Permitted Holders’ beneficial
ownership of the total voting power of the voting stock of the Corporation
falls below 30 percent and either Ralph Lauren is not nominated for a position
on the Board of Directors, or he stands for election to the Board of Directors
and is not elected. For purposes of this Section 4.1(b), the following terms
have the meanings indicated: “Permitted Holders” shall mean, as of the date of
determination: (A) any and all of Ralph Lauren, his spouse, his siblings and
their spouses, and descendants of them (whether natural or adopted)
(collectively, the “Lauren Group”); and (B) any trust established and
maintained primarily for the benefit of any member of the Lauren Group and any
entity controlled by any member of the Lauren Group. “Present Directors” shall
mean individuals who at the beginning of any such two consecutive year period
were members of the Board. “New Directors” shall mean any directors whose
election by the Board or whose nomination for election by the shareholders of
the Corporation was approved by a vote of a majority of the directors of the
Corporation who, at the time of such vote, were either Present Directors or New
Directors.



          (c) Excise Tax Gross-Up. If the Executive becomes entitled to one or more
payments (with a “payment” including the vesting of restricted stock, a stock
option, or other non-cash benefit or property), whether pursuant to the terms
of this Agreement or any other plan or agreement with the Corporation or any
affiliated company (collectively, “Change of Control Payments”), which are or
become subject to the tax (“Excise Tax”) imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the “Code”), the Corporation shall
pay to the Executive at the time specified below such amount (the “Gross-up
Payment”) as may be necessary to place the Executive in the same after-tax
position as if no portion of the Change of Control Payments and any amounts
paid to the Executive pursuant to this paragraph 4(c) had been subject to the
Excise Tax. The Gross-up Payment shall include, without limitation,
reimbursement for any penalties and interest that may accrue in respect of such
Excise Tax. For purposes of determining the amount of the Gross-up Payment,
the Executive shall be deemed:



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(A) to pay federal income taxes at the highest marginal rate of federal
income taxation for the year in which the Gross-up Payment is to be made; and
(B) to pay any applicable state and local income taxes at the highest marginal
rate of taxation for the calendar year in which the Gross-up Payment is to be
made, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes if paid in such year. If
the Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time the Gross-up Payment is made, the Executive shall
repay to the Corporation at the time that the amount of such reduction in
Excise Tax is finally determined (but, if previously paid to the taxing
authorities, not prior to the time the amount of such reduction is refunded to
the Executive or otherwise realized as a benefit by the Executive) the portion
of the Gross-up Payment that would not have been paid if such Excise Tax had
been used in initially calculating the Gross-up Payment, plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to exceed the amount
taken into account hereunder at the time the Gross-up Payment is made, the
Corporation shall make an additional Gross-up Payment in respect of such excess
(plus any interest and penalties payable with respect to such excess) at the
time that the amount of such excess is finally determined.




          The Gross-up Payment provided for above shall be paid on the 30th day (or
such earlier date as the Excise Tax becomes due and payable to the taxing
authorities) after it has been determined that the Change of Control Payments
(or any portion thereof) are subject to the Excise Tax; provided, however, that
if the amount of such Gross-up Payment or portion thereof cannot be finally
determined on or before such day, the Corporation shall pay to the Executive on
such day an estimate, as determined by counsel or auditors selected by the
Corporation and reasonably acceptable to the Executive, of the minimum amount
of such payments. The Corporation shall pay to the Executive the remainder of
such payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined. In
the event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a loan
by the Corporation to the Executive, payable on the fifth day after demand by
the Corporation (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code). The Corporation shall have the right to control
all proceedings with the Internal Revenue Service that may arise in connection
with the determination and assessment of any Excise Tax and, at its sole
option, the Corporation may pursue or forego any and all administrative
appeals, proceedings, hearings, and conferences with any taxing authority in
respect of such Excise Tax (including any interest or penalties thereon);
provided, however, that the Corporation’s control over any such proceedings
shall be limited to issues with respect to which a Gross-up Payment would be
payable hereunder, and the Executive shall be entitled to settle or contest any
other issue raised by the Internal Revenue Service or any other taxing
authority. The Executive shall cooperate with the Corporation in any
proceedings relating to the determination and assessment of any Excise Tax and
shall not take any position or action that would materially increase the amount
of any Gross-up Payment hereunder.



ARTICLE V

MISCELLANEOUS




     5.1 Notice. For the purposes of this Agreement, notices, demands and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have



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been duly given when delivered by hand or by facsimile or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed as
follows:




	 	 	 	 	 
	

	 	If to the Executive:
	 	Gerald M. Chaney

125 Deertrail N.

Ramsey, NJ 07446
	 
	 	 	 	 
	

	 	If to the Corporation:
	 	Polo Ralph Lauren Corporation

650 Madison Avenue

New York, New York 10022

Attn: Mitchell Kosh

Senior Vice President – Human Resources

Fax: (212) 318-7277






or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.




     5.2 Modification or Waiver; Entire Agreement. No provision of this
Agreement may be modified or waived except in a document signed by the
Executive and the Corporation. This Agreement, along with any documents
incorporated herein by reference, constitute the entire agreement between the
parties regarding their employment relationship and supersede all prior
agreements, promises, covenants, representations or warranties, including the
Executive’s 2001 Employment Agreement with the Corporation. To the extent that
this Agreement is in any way inconsistent with any prior or contemporaneous
stock option agreements between the parties, this Agreement shall control. No
agreements or representations, oral or otherwise, with respect to the subject
matter hereof have been made by either party that are not set forth expressly
in this Agreement.



     5.3 Governing Law. The validity, interpretation, construction,
performance, and enforcement of this Agreement shall be governed by the laws of
the State of New York without reference to New York’s choice of law rules. In
the event of any dispute, the Executive agrees to submit to the jurisdiction of
any court sitting in New York State.



     5.4 No Mitigation or Offset. In the event the Executive’s employment with
the Corporation terminates for any reason, the Executive shall not be obligated
to seek other employment following such termination and there shall be no
offset of the payments or benefits set forth herein.



     5.5 Withholding. All payments required to be made by the Corporation
hereunder to the Executive or the Executive’s estate or beneficiaries shall be
subject to the withholding of such amounts as the Corporation may reasonably
determine it should withhold pursuant to any applicable law.



     5.6 Attorney’s Fees. Each party shall bear its own attorney’s fees and
costs incurred in any action or dispute arising out of this Agreement and/or
the employment relationship.



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     5.7 No Conflict. Executive represents and warrants that he is not party
to any agreement, contract, understanding, covenant, judgment or decree or
under any obligation, contractual or otherwise, in any way restricting or
adversely affecting his ability to act for the Corporation in all of the
respects contemplated hereby.



     5.8 Enforceability. Each of the covenants and agreements set forth in
this Agreement are separate and independent covenants, each of which has been
separately bargained for and the parties hereto intend that the provisions of
each such covenant shall be enforced to the fullest extent permissible. Should
the whole or any part or provision of any such separate covenant be held or
declared invalid, such invalidity shall not in any way affect the validity of
any other such covenant or of any part or provision of the same covenant not
also held or declared invalid. If any covenant shall be found to be invalid
but would be valid if some part thereof were deleted or the period or area of
application reduced, then such covenant shall apply with such minimum
modification as may be necessary to make it valid and effective. The failure
of either party at any time to require performance by the other party of any
provision hereunder will in no way affect the right of that party thereafter to
enforce the same, nor will it affect any other party’s right to enforce the
same, or to enforce any of the other provisions in this Agreement; nor will the
waiver by either party of the breach of any provision hereof be taken or held
to be a waiver of any prior or subsequent breach of such provision or as a
waiver of the provision itself.



     5.9 Miscellaneous. No right or interest to, or in, any payments shall be
assignable by the Executive; provided, however, that this provision shall not
preclude the Executive from designating in writing one or more beneficiaries to
receive any amount that may be payable after the Executive’s death and shall
not preclude the legal representative of the Executive’s estate from assigning
any right hereunder to the person or persons entitled thereto. If the
Executive should die while any amounts would still be payable to the Executive
hereunder, all such amounts shall be paid in accordance with the terms of this
Agreement to the Executive’s written designee or, if there be no such designee,
to the Executive’s estate. This Agreement shall be binding upon and shall
inure to the benefit of, and shall be enforceable by, the Executive, the
Executive’s heirs and legal representatives and the Corporation and its
successors. The section headings shall not be taken into account for purposes
of the construction of any provision of this Agreement.



     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date and year first above written.



	 	 	 	 	 
	POLO RALPH LAUREN CORPORATION	 	 
	 
	 	 	 	 
	/s/ MITCHELL KOSH


	 	/s/ GERALD M. CHANEY


	By:

	 	Mitchell Kosh
	 	Gerald M. Chaney
	Title:

	 	Senior Vice President

Human Resources	 	 







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Exhibit 10.3



EXHIBIT A




Base Compensation



Gerald M. Chaney



Effective July 1, 2004, annual base compensation is $500,000.





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